General Information

Registration of securities in Indiana is necessary for the protection of Indiana investors. Proper registration of securities offerings allows investors to have access to the complete information necessary to make informed investment decisions. The registration of securities offerings is also necessary to prevent deceit, misrepresentation, and other fraud in the sale of securities. Indiana provides access to multiple avenues for capital formation. Under Ind. Code § 23-19-3-3, registration by coordination is available to issuers who have filed a registration statement under the Securities Act of 1933 in connection with the same offering issuers wish to file with Indiana. Typically applying to larger, national or regional interstate securities offerings, a registration by coordination is required to register at both the federal and state level. The registrations are coordinated by simultaneous filings with the Securities and Exchange Commission (“SEC”), Indiana Secretary of State, Securities Division (“Division”), and other state securities agencies.

Registrations by coordination are subject to merit review in Indiana under the Indiana Uniform Securities Act, the Indiana Administrative Code, and the applicable North American Securities Administrators Association (“NASAA”) statements of policy. The Division will conduct a merit review of the securities offering for compliance with Indiana law and NASAA Statements of Policy and render a comment letter with any relevant questions or concerns. Once all of the questions or concerns related to the securities offering have been resolved, the securities offering will be cleared by the Division. In order for the securities offering to become effective in Indiana, the issuer must provide the SEC notice of effectiveness for the offering to the Division. If an issuer is seeking to continue effectiveness from a previously filed securities offering under registration by coordination, the new effectiveness will begin concurrent with the expiration of the previous registration period. Federal and state registrations can become effective simultaneously if there are no outstanding deficiencies based on Indiana’s requirements at the time the SEC declares a registration effective. Registrations are effective for a period of one (1) year.

There is no renewal process for issuers choosing to register their securities as a registration by coordination. In order to continue selling in Indiana, issuers must refile according to the initial filing requirements. This is commonly referred to as an annual registration. Failure to submit an annual registration prior to the expiration of the previous filing may result in an enforcement action if any offer or sales occur during any unregistered period.

Requirements
Initial Registration
Annual Registration
Ongoing Filing Requirements
  • The issuer of the securities offering is required to submit through the Indiana Securities Portal any and all:
    • Amendments to the federal prospectus;
    • Advertising materials; and
    • Supplements to the federal registration statement.
Relevant Law

Indiana Code [23-19]
Indiana Administrative Code [710 IAC 4]
Adoption of Official Comments Under the Indiana Uniform Securities Act [10-0294 AO - September 17, 2010]
Securities Offered on the Internet, But Not Sold in Indiana [95-0115 AO - November 15, 1995]
Updated Statement of Policy Regarding Electronic Filing of Securities Registered by Coordination [January 20, 2006]
Statement of Policy regarding merit review of securities offerings. [April 23, 1996]

Helpful Resources

Applicant's Affidavit of Termination of Offering and Distribution of Securities Registered in Indiana [Form SD-76]
NASAA - North American Securities Administrators Association
NASAA - Securities Issuers
NASAA Statement of Policy - Equipment Programs
NASAA Statement of Policy - Mortgage Program - Guidelines
NASAA Statement of Policy - Real Estate Investment Trust (REIT)
NASAA Statement of Policy - Real Estate Programs
NASAA Statement of Policy - Registration of Asset-Backed Securities
NASAA Statement of Policy - Registration of Commodity Pool Programs
NASAA Statement of Policy - Oil and Gas Programs
NASAA Statement of Policy - Omnibus Guidelines
NASAA Statements of Policy - Home
Registrations Under the Securities Act of 1933 - Fast Answers
Securities Act of 1933
Uniform Application to Register Securities [Form U-1]
Uniform Consent to Service of Process [Form U-2]

Division Personnel

Connor Skelly
Registrations Attorney
cskelly@sos.in.gov
317-234-2026